UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 1
TALBERT MEDICAL MANAGEMENT HOLDINGS CORPORATION
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
874121-10-6
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(CUSIP Number)
Bruce Berkowitz
100 Jericho Quadrangle
Suite 212
Jericho, New York 11753
(212) 319-4100
-with copies to-
Joseph F. Mazzella, Esq.
Lane Altman & Owens LLP
101 Federal Street
Boston, Massachusetts 02110
(617) 345-9800
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 2, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement. (A fee is not
required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.) [ ]
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13-d(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP NO. 874121-10-6 PAGE 2 OF 9 PAGES
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Joel M. Greenblatt
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2 Check the Appropriate Box if a Member of a Group* (a) |_|
(b) |X|
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3 SEC Use Only
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4 Source of Funds* AF, PF
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant
to Items 2(d) or 2(e) |_|
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6 Citizenship or Place of Organization USA
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Number of 7 Sole Voting Power 111,797
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Shares
Beneficially 8 Shared Voting Power 156,817
Owned by
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Each 9 Sole Dispositive Power 111,797
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Reporting
Person With 10 Shared Dispositive Power 156,817
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 268,614
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* |_|
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13 Percent of Class Represented by Amount in Row (11) 9.31%
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14 Type of Reporting Person* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP NO. 874121-10-6 PAGE 3 OF 9 PAGES
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Daniel L. Nir
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2 Check the Appropriate Box if a Member of a Group* (a) |_|
(b) |X|
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3 SEC Use Only
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4 Source of Funds* AF, PF
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant
to Items 2(d) or 2(e) |_|
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6 Citizenship or Place of Organization USA
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Number of 7 Sole Voting Power 12,247
Shares
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Beneficially 8 Shared Voting Power 156,817
Owned by
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Each 9 Sole Dispositive Power 12,247
Reporting
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Person With 10 Shared Dispositive Power 156,817
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 169,064
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* |_|
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13 Percent of Class Represented by Amount in Row (11) 5.86%
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14 Type of Reporting Person* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
CUSIP NO. 874121-10-6 PAGE 4 OF 9 PAGES
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THIS AMENDMENT NO. 1 RELATES TO THE SCHEDULE 13D FILED ON BEHALF OF THE
REPORTING PERSONS ON MAY 30, 1997. ITEMS 3 AND 5 OF SAID SCHEDULE 13D ARE HEREBY
DELETED IN THEIR ENTIRETY AND REPLACED WITH THE TEXT OF ITEMS 3 AND 5 SET FORTH
HEREINBELOW. ITEM 7 IS MODIFIED AS SET FORTH HEREIN. UNLESS OTHERWISE DEFINED
HEREIN, ALL CAPITALIZED TERMS USED HEREIN SHALL HAVE THE MEANING ASCRIBED TO
THEM IN SAID SCHEDULE 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
--------------------------
The source of the funds used by each of Messrs. Greenblatt and Nir to
purchase Common Stock of the Issuer on behalf of Gotham III and Alfred LLC was
working capital and margin borrowing through Speer Leeds and Kellogg. The
approximate aggregate amount of funds of Gotham III used to purchase such Common
Stock was $5,259,967.43 (exclusive of commissions and other expenses, but
inclusive of $1,533,360.01 used to acquire transferable rights to subscribe for
shares of Common Stock of the Issuer for $21.50 per share ("Rights"), which
rights were distributed to the partners of Gotham III prior to the exercise
thereof). The approximate aggregate amount of funds of Alfred LLC used to
purchase Common Stock of the Issuer (exclusive of commissions and other
expenses) was $3,150,789.64, including $637,273.94 used to acquire Rights,
$623,220.50 used to acquire shares of Common Stock upon exercise of such Rights
on May 20, 1997, and $1,890,295.19 used to acquire shares of Common Stock
directly in open market purchases. The portion of funds used as described above
which were provided by margin borrowing is not readily determinable and varies
from time to time as a result of varying margin account availability and
unrelated ongoing transactions in Gotham III's and Alfred LLC's accounts.
Working capital was provided by capital contributions of partners and internally
generated funds.
The source of funds used by each of Messrs. Greenblatt and Nir to purchase
Rights and Common Stock of the Issuer for their own accounts, and to exercise
such Rights, were personal assets in the approximate amounts of $2,259,725.18
and $152,878.50. In addition, each of Messrs. Greenblatt and Nir received Rights
from Gotham III as part of a distribution to partners on May 16, 1997. Messrs.
Greenblatt and Nir subsequently exercised the Rights received from Gotham III,
using additional personal assets in the approximate amounts of $1,029,140.50 and
$170,495, respectively.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
------------------------------------
(a) The beneficial ownership by each of Joel M. Greenblatt and Daniel L.
Nir of Common Stock of the Issuer as of the date hereof is as follows:
No. of Shares Deemed
to be Beneficially Owned: Nature of Ownership Percentage of Class
- ------------------------- ------------------------- -------------------
71,902 The record ownership and 2.50%
economic interest in such
shares is held by Alfred
LLC. Messrs. Greenblatt
and Nir are managing
members of Alfred LLC
and, therefore, may be
deemed to have indirect
beneficial ownership of,
and shared voting and
dispositive power with
respect to, such shares.
CUSIP NO. 874121-10-6 PAGE 5 OF 9 PAGES
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No. of Shares Deemed
to be Beneficially Owned: Nature of Ownership Percentage of Class
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84,915 The record ownership and 2.94%
economic interest in such
shares is held by Gotham
III. Messrs. Greenblatt
and Nir are general
partners of Gotham III
and, therefore, may be
deemed to have indirect
beneficial ownership of,
and shared voting and
dispositive power with
respect to, such shares.
111,797 The record ownership and 3.87%
economic interest in such
shares is held by Mr.
Greenblatt individually,
and he has sole voting
and dispositive power
with respect thereto. Mr.
Nir disclaims beneficial
ownership of all such
shares.
12,247 The record ownership and 0.42%
economic interest in such
shares is held by Mr. Nir
individually, and he has
sole voting and
dispositive power with
respect thereto. Mr.
Greenblatt disclaims
beneficial ownership of
all such shares.
============== ===============
280,861 9.73%
Under Section 13(d) of the Securities and Exchange Act of 1934, as
amended, and the rules and regulations thereunder, as a result of the control
relationships and individual holdings described above, Joel M. Greenblatt may be
deemed to be the beneficial owner of 268,614 shares (9.31%) of the Common Stock
of the Issuer.
Under Section 13(d) of the Securities and Exchange Act of 1934, as
amended, and the rules and regulations thereunder, as a result of the control
relationships and individual holdings described above, Daniel L. Nir may be
deemed to be the beneficial owner of 169,064 shares (5.86%) of the Common Stock
of the Issuer.
The number of shares beneficially owned and the percentage of
outstanding shares represented thereby, for each of the Reporting Persons and
other entities, have been computed in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934, as amended. The percentages of ownership
described above are based on the 2,886,118 outstanding shares of Common Stock of
the Issuer reported in the Issuer's Prospectus dated April 21, 1997. It does not
include common equivalent shares resulting from options granted in September and
November, 1996.
CUSIP NO. 874121-10-6 PAGE 6 OF 9 PAGES
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(b) Alfred LLC and Gotham III each have the sole power to vote and
dispose of the Common Stock of the Issuer beneficially owned by them. Such
voting and dispositive power may be exercised on behalf of Alfred LLC by its
Managing Members and on behalf of Gotham III by either of its general partners.
Both Joel M. Greenblatt and Daniel L. Nir are the general partners of Gotham III
and the managing members of Alfred LLC. Therefore, Joel M. Greenblatt and Daniel
L. Nir may be deemed to each have shared voting and dispositive power over the
156,817 shares (5.44%) of the Common Stock of the Issuer beneficially owned in
the aggregate by Gotham III and Alfred LLC.
In addition, Messrs. Greenblatt and Nir each have sole voting and
dispositive power over the 111,797 (3.87%) and 12,247 (0.42%) respectively owned
by them for their own accounts.
(c) Transactions in the securities of the Issuer reported on herein
which have been effected in the past sixty days by the Reporting Persons are as
follows (all such transactions were open market acquisitions of Common Stock or
Rights except as otherwise indicated):
Reporting No. of Shares/ Price Per Share/
Person Date Rights Right Total
------ ---- ------ ----- -----
Alfred, LLC 4/21/97 16,500(a) 18.4834 $304,976.10
4/21/97 11,066(a) 21.0824 $233,297.84
4/23/97 3,000(a) 19.8125 $59,437.50
4/24/97 500(a) 19.8750 $9,937.50
4/24/97 1,500(a) 19.7500 $29,625.00
5/9/97 (3,021)(b) (14.000) ($42,294.00)
5/20/97 (558)(b) (14.000) ($7,182.00)
5/20/97 28,987(d) 21.5000 $623,220.50
5/21/97 1,700 40.2500 $68,425.00
5/21/97 2,400 41.6429 $99,942.96
5/21/97 8,500 41.0000 $348,500.00
5/22/97 1,700 41.6250 $70,762.50
5/22/97 3,300 43.5625 $143,756.25
5/28/97 2,000 44.1250 $88,250.00
5/29/97 3,647 45.2379 $164,982.62
5/30/97 600 44.7500 $26,850.00
5/30/97 2,682 44.3750 $119,013.75
6/02/97 700 45.3750 $31,762.50
6/02/97 1,000 46.0000 $46,000.00
6/02/97 5,386 45.8450 $246,921.17
6/04/97 5,100 46.8997 $239,188.47
6/05/97 4,200 46.6524 $195,940.08
CUSIP NO. 874121-10-6 PAGE 7 OF 9 PAGES
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Reporting No. of Shares/ Price Per Share/
Person Date Rights Right Total
------ ---- ------ ----- -----
Gotham III 4/21/97 40,000(a) 18.4834 $739,336.00
4/21/97 26,863(a) 21.0824 $566,336.51
4/23/97 7,000(a) 19.8125 $138,687.50
4/24/97 1,000(a) 19.8750 $19,875.00
4/24/97 3,500(a) 19.7500 $69,125.00
5/9/97 3,021(c) 14.0000 $42,294.00
5/16/97 (81,384)(b) (14.1250) ($1,149,549.00)
5/21/97 2,000 37.2528 $74,505.60
5/21/97 3,300 40.2500 $132,825.00
5/21/97 4,600 41.6429 $191,557.34
5/21/97 16,500 41.0000 $676,500.00
5/22/97 3,300 41.6250 $137,362.50
5/22/97 6,300 43.5625 $274,443.75
5/27/97 1,000 44.3750 $44,375.00
5/28/97 3,000 44.1250 $132,375.00
5/29/97 7,200 45.2379 $325,712.88
5/30/97 1,000 44.7500 $44,750.00
5/30/97 2,000 44.3750 $88,750.00
5/30/97 3,206 44.3750 $142,266.25
6/02/97 1,200 45.3750 $54,450.00
6/02/97 2,000 46.0000 $92,000.00
6/02/97 10,400 45.8450 $476,788.00
6/04/97 9,900 46.8997 $464,307.03
6/05/97 8,009 46.6524 $373,639.07
Joel M. 5/15/97 17,800(a) 14.0000 $249,200.00
Greenblatt 5/15/97 16,000(a) 13.8523 $221,637.00
5/16/97 47,867(e) 14.1250 $676,121.37
5/19/97 2,818(a) 13.8750 $39,100.00
5/19/97 15,882(a) 13.9769 $221,981.00
5/20/97 11,000(a) 13.9375 $153,313.00
5/20/97 111,797(d) 21.5000 $2,403,635.50
Daniel L. Nir 5/16/97 7,930(e) 14.1250 $112,011.25
5/19/97 3,000(a) 13.8750 $41,625.00
5/20/97 1,317(a) 14.0000 $18,438.00
5/20/97 12,247(d) 21.5000 $263,310.50
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(a) Acquisition of Rights to subscribe for Common Stock
(b) Distribution of Rights to partners/members
(c) Contribution of Rights from partner
(d) Shares of Common Stock acquired upon exercise of Rights
(e) Rights received as partner in distribution from partnership
CUSIP NO. 874121-10-6 PAGE 8 OF 9 PAGES
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(d) Not Applicable.
(e) Not Applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
--------------------------------
Exhibit A. Agreement of Joint Filing -- Incorporated by reference to
Exhibit A attached to the
Schedule 13D filed with the
Securities and Exchange
Commission on May 30, 1997.
CUSIP NO. 874121-10-6 PAGE 9 OF 9 PAGES
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After reasonable inquiry and to the best of our knowledge and belief, we each
certify that the information set forth in this statement is true, complete and
correct. This statement may be executed in multiple counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
/s/ Joel M. Greenblatt
-----------------------------
Joel M. Greenblatt
/s/ Daniel L. Nir
-----------------------------
Daniel L. Nir
Date: June 5, 1997
